UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM 6-K

 

REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October, 2016 

 




 Commission File Number: 001-15152

 

SYNGENTA AG

(Translation of registrant’s name into
English)

 

Schwarzwaldallee 215

4058 Basel

Switzerland

(Address of principal executive offices)

 

Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:

 



    Form 20-F
    
        
X 
     
    Form 40-F
    


 

Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 



    Yes
    

     
    No
    
        
X 

 

Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 



    Yes
    

     
    No
    
        
X 




 




    
 
    
 
    

 

 


Re:SYNGENTA AG


 


Disclosure:“Third quarter 2016: sales $2.5 billion”


 

Herewith we furnish a press release related to Syngenta AG. The
full text of the press release is the following:

 

# # #

 


    
 
    
 
    

 





    Syngenta International AG
     
    Media contacts:
     
    Analyst/Investor contacts:

     
     
     
     
     
     
     
     

    Media Office
     
    Leandro Conti
     
    Jennifer Gough

    CH-4002 Basel
     
    Switzerland
    +41 61 323 2323
    Switzerland
    +41 61 323 5059

    Switzerland
     
     
     
     
    USA
    +1 202 737 6521

    Tel:
    +41 61 323 2323
     
     
     
     
     
     

    Fax:
    +41 61 323 2424
     
    Paul Minehart
     
    Bastien Musy

     
     
     
    USA
    +1 202 737 8913
    Switzerland
    +41 61 323 1910

    www.syngenta.com
     
     
     
     
    USA
    +1 202 737 6520





 





     
     


 

 

Basel, Switzerland, October 25, 2016

 

 

Third quarter 2016: sales $2.5 billion

 


·Sales excluding change in Brazil sales
terms up 2 percent (reported and at constant exchange rates) 

 


·Strong recovery in Asia Pacific; solid
growth in Europe and North America

 


·Latin America: impact of change in terms
and weak sales in Brazil

 


·ChemChina transaction: regulatory process
ongoing

 

Group sales of $2.5 billion were down 3
percent at constant exchange rates compared with the third quarter of 2015. Reported sales were also 3 percent lower, with the
dollar broadly stable against major selling currencies. For the first nine months of 2016, sales declined 3 percent at constant
exchange rates to $9.6 billion.

 

Excluding the impact from the change in
sales terms in Brazil, sales at constant exchange rates were up 2 percent in the quarter and were unchanged in the first nine months.

 

Third quarter sales by region at CER1

 

Regional sales of $2.4 billion were 4 percent
lower at constant exchange rates.

 

Volumes were 7 percent lower. Prices were
3 percent higher, driven by increases in Brazil and in the CIS to offset prior year local currency depreciation.

 

Sales in Europe, Africa and the Middle
East rose by 8 percent, benefiting from robust fungicides sales and successful seedcare campaigns. Growth in seeds reflected
good performances for cereals in North Europe and sunflower in South East Europe. For the first nine months, regional sales were
up 3 percent, despite adverse weather conditions in the second quarter.

 

In North America, growth of 11 percent
was driven by selective herbicides, reflecting the continuing success of Syngenta’s weed management solutions. Non-selective
herbicides sales were down, largely due to the deliberate reduction in solo glyphosate. Corn and soybean seeds sales were higher,
as end-season closing adjustments were below last year’s level.

 

Sales in Latin America were 21 percent
lower. Excluding the change in sales terms, sales were 10 percent lower. In Brazil, volumes continued to be affected by 

 

 


1 At
constant exchange rates

 



    
Syngenta – October 25, 2016 / Page 1 of 7
    
 
    

high levels of insecticide inventories,
with pest pressure remaining low and increased soybean trait adoption. In Argentina, with the improved market environment, we registered
double-digit growth.

 

Asia Pacific recorded a 22 percent
sales increase, helped by the ending of El Niño and a better monsoon in South Asia. Demand for crop protection products
was strong, particularly for fungicides in ASEAN and insecticides in South Asia. Seeds sales were driven by high demand for conventional
corn in South Asia and for GM hybrids in the Philippines.

 

Third quarter product line sales at CER

 

Growth in Selective herbicides was
largely driven by North America, where sales of ACURON™ in the USA almost tripled: for the first nine months sales of this
product exceeded $200 million. Sales of Non-selective herbicides were lower, largely due to the deliberate reduction in
solo glyphosate in North America, which will be completed by year end. Sales of Fungicides in Brazil were negatively affected
by the change in sales terms and the effect of the previous season’s drought. This was partially offset by strong demand
in ASEAN, notably for AMISTAR® and SCORE®. In the USA the successful launch of TRIVAPRO™, a
product based on SOLATENOL™, continued. Insecticides sales were lower, with the volume reduction in Brazil partially
offset by growth in South Asia. Seedcare sales further increased compared with a strong quarter in 2015, driven by technology
adoption in China and South East Europe.

 

Corn and soybean seeds increased
in all regions, led by corn in Latin America and Asia. Diverse field crops sales were higher, with sunflower growth in South
East Europe and a good start to the planting season in Argentina. Vegetables were up 5 percent with strong hybrid performance
in Mexico and in China.

 

Lawn and Garden sales were up 3 percent
driven by solid volume growth for Pest Management and Vector Control solutions in all regions.

 

Erik Fyrwald, Chief Executive Officer,
said: “In a challenging year for the industry, it is encouraging to see strong uptake of our new technologies in a number
of markets. This reflects the success of our R&D investments, which will continue to bring broad-based innovation to growers
around the world.

 

“For the fourth quarter of 2016,
we expect a continuation of the recovery in Asia Pacific and an improved performance in Latin America, with no further impact
from the change in sales terms in Brazil. We confirm our full year guidance of slightly lower sales at constant exchange rates,
with a mid-single digit decline in reported sales. The EBITDA margin is expected to be around last year’s level despite
the non-recurrence of the $200 million trait revenue received in the fourth quarter of 2015. Our ongoing focus on working capital
management should result in free cash flow for the year of over $1 billion1.

 

“The transaction with ChemChina will
ensure continuing choice and broad-based innovation for growers worldwide. The process of obtaining regulatory approvals is well
underway, with CFIUS clearance and 11 anti-trust approvals already received. In a context of industry consolidation, regulators
in the EU and elsewhere have recently requested a large amount of additional information, and we now expect the regulatory process
to extend into the first quarter of 2017. ChemChina and Syngenta remain fully committed to the transaction and are confident of
its closure."

 

 

 




1 Excluding
costs associated with the ChemChina transaction

 



    
Syngenta – October 25, 2016 / Page 2 of 7
    
 
    

A presentation illustrating the third quarter
2016 sales is available here

 

About Syngenta

 

Syngenta is a leading agriculture company
helping to improve global food security by enabling millions of farmers to make better use of available resources. Through world
class science and innovative crop solutions, our 28,000 people in over 90 countries are working to transform how crops are grown.
We are committed to rescuing land from degradation, enhancing biodiversity and revitalizing rural communities. To learn more visit
www.syngenta.com and www.goodgrowthplan.com. Follow
us on Twitter® at www.twitter.com/Syngenta.

 

Additional
information and where to find it

 

This release
is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell company
securities.  The solicitation and offer to buy company securities will only be made pursuant to the Swiss offer prospectus
and the offer to purchase and other documents relating to the U.S. offer that have been filed with the U.S. Securities and Exchange
Commission ("SEC").  investors and security holders are urged to carefully read the tender offer statement on schedule
to filed by the offeror with the SEC and the solicitation/recommendation statement on schedule 14d-9 with respect to the offer
filed by the company with the SEC, since these materials contain important information, including the terms and conditions of
the offer. Investors and security holders may obtain a free copy of these materials and other documents filed by the offeror and
the company with the SEC at the website maintained by the SEC at www.sec.gov.  Investors and security holders may also obtain
free copies of the solicitation/recommendation statement and other documents filed with the SEC by the company at www.syngenta.com.

 

Cautionary
statement regarding forward-looking statements

 

Some of the
statements contained in this release are forward-looking statements, including statements regarding the expected consummation
of the Swiss and U.S. public tender offers, which involves a number of risks and uncertainties, including the satisfaction of
closing conditions for the offers, such as regulatory approval for the transaction and the tender of at least 67% of the outstanding
shares of the company, the possibility that the transaction will not be completed and other risks and uncertainties discussed
in the company’s public filings with the SEC, including the “risk factors” section of the company’s form
20-f filed on February 11, 2016, as well as the tender offer documents filed by the offeror and the solicitation/recommendation
statement filed by the company.  These statements are based on current expectations, assumptions, estimates and projections,
and involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or
achievements to be materially different from any future statements.  These statements are generally identified by words or
phrases such as “believe”, “anticipate”, “expect”, “intend”, “plan”,
“will”, “may”, “should”, “estimate”, “predict”, “potential”,
“continue” or the negative of such terms or other similar expressions.  If underlying assumptions prove inaccurate
or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results
and/or timing discussed in the forward-looking statements, and you should not place undue reliance on these statements. 
The offeror, ChemChina and the company disclaim any intent or obligation to update any forward-looking statements as a result
of developments occurring after the period covered by this release or otherwise.

 



    
Syngenta – October 25, 2016 / Page 3 of 7
    
 
    

Unaudited third quarter sales

 



     
    For the three months ended September 30,

    ($m)
    2016
    2015
    Actual %
    CER1 %

    Group sales
     
     
     
     

     
    Europe, Africa, Middle East
    529
    509
    + 4
    + 8

     
    North America
    431
    390
    + 11
    + 11

     
    Latin America
    999
    1,233
    - 19
    - 21

     
    Asia Pacific
    425
    349
    + 22
    + 22

     
    Total regional sales
    2,384
    2,481
    - 4
    - 4

     
    Lawn and Garden
    140
    135
    + 4
    + 3

     
    Group sales
    2,524
    2,616
    - 3
    - 3

     
     
     
     
     
     

    Crop Protection by region
     
     
     
     

     
    Europe, Africa, Middle East
    395
    376
    + 5
    + 9

     
    North America
    404
    363
    + 12
    + 12

     
    Latin America
    881
    1,134
    - 22
    - 23

     
    Asia Pacific
    356
    297
    + 20
    + 20

     
    Total
    2,036
    2,170
    - 6
    - 6

     
     
     
     
     
     

    Seeds by region
     
     
     
     

     
    Europe, Africa, Middle East
    139
    138
    + 1
    + 4

     
    North America
    37
    33
    + 12
    + 12

     
    Latin America
    125
    105
    + 19
    + 14

     
    Asia Pacific
    71
    53
    + 34
    + 36

     
    Total
    372
    329
    + 13
    + 13

     
     
     
     
     

    Sales by business
     
     
     
     

     
    Crop Protection
    2,036
    2,170
    - 6
    - 6

     
    Seeds
    372
    329
    + 13
    + 13

     
    Elimination of Crop Protection sales to Seeds
    (24)
    (18)
    n/a
    n/a

     
    Total regional sales
    2,384
    2,481
    - 4
    - 4

     
    Lawn and Garden
    140
    135
    + 4
    + 3

     
    Group sales
    2,524
    2,616
    - 3
    - 3

 

1 Growth at constant exchange
rates

 



    
Syngenta – October 25, 2016 / Page 4 of 7
    
 
    

Unaudited third quarter product line
sales

 



     
    For the three months ended September 30,

    ($m)
    2016
    2015
    Actual %
    CER1 %

     
    Selective herbicides
    461
    415
    + 11
    + 12

     
    Non-selective herbicides
    201
    232
    - 13
    - 13

     
    Fungicides
    657
    750
    - 12
    - 13

     
    Insecticides
    405
    481
    - 16
    - 16

     
    Seedcare
    266
    260
    + 2
    + 4

     
    Other crop protection
    46
    32
    + 45
    + 45

     
    Total Crop Protection
    2,036
    2,170
    - 6
    - 6

     
    Corn and soybean
    135
                101 
    + 34
    + 28

     
    Diverse field crops
    109
                103 
    + 6
    + 8

     
    Vegetables
    128
                125 
    + 2
    + 5

     
    Total Seeds
    372
    329
    + 13
    + 13

     
    Elimination of Crop Protection sales to Seeds
    (24)
    (18)
    n/a
    n/a

     
    Lawn and Garden
    140
    135
    + 4
    + 3

     
    Group sales
    2,524
    2,616
    - 3
    - 3

 

1 Growth at constant exchange
rates

 



    
Syngenta – October 25, 2016 / Page 5 of 7
    
 
    

Unaudited nine months sales

 



     
    For the nine months ended September 30,

    ($m)
    2016
    2015
    Actual %
    CER1 %

    Group sales
     
     
     
     

     
    Europe, Africa, Middle East
    3,221
    3,391
    - 5
    + 3

     
    North America
    2,546
    2,620
    - 3
    - 2

     
    Latin America
    2,040
    2,403
    - 15
    - 13

     
    Asia Pacific
    1,335
    1,376
    - 3
    -

     
    Total regional sales
    9,142
    9,790
    - 7
    - 3

     
    Lawn and Garden
    476
    460
    + 4
    + 5

     
    Group sales
    9,618
    10,250
    - 6
    - 3

     
     
     
     
     
     

    Crop Protection by region
     
     
     
     

     
    Europe, Africa, Middle East
    2,421
    2,539
    - 5
    + 2

     
    North America
    1,936
    1,946
    -
    -

     
    Latin America
    1,796
    2,193
    - 18
    - 16

     
    Asia Pacific
    1,127
    1,173
    - 4
    - 1

     
    Total
    7,280
    7,851
    - 7
    - 4

     
     
     
     
     
     

    Seeds by region
     
     
     
     

     
    Europe, Africa, Middle East
    812
    859
    - 6
    + 4

     
    North America
    632
    688
    - 8
    - 8

     
    Latin America
    259
    227
    + 14
    + 20

     
    Asia Pacific
    213
    208
    + 2
    + 6

     
    Total
    1,916
    1,982
    - 3
    + 2

     
     
     
     
     

    Sales by business
     
     
     
     

     
    Crop Protection
    7,280
    7,851
    - 7
    - 4

     
    Seeds
    1,916
    1,982
    - 3
    + 2

     
    Elimination of Crop Protection sales to Seeds
    (54)
    (43)
    n/a
    n/a

     
    Total regional sales
    9,142
    9,790
    - 7
    - 3

     
    Lawn and Garden
    476
    460
    + 4
    + 5

     
    Group sales
    9,618
    10,250
    - 6
    - 3

 

1 Growth at constant exchange
rates

 



    
Syngenta – October 25, 2016 / Page 6 of 7
    
 
    

Unaudited nine months product line sales

 



     
    For the nine months ended September 30,

    ($m)
    2016
    2015
    Actual %
    CER1 %

     
    Selective herbicides
    2,310
    2,395
    - 4
    -

     
    Non-selective herbicides
    592
    722
    - 18
    - 15

     
    Fungicides
    2,415
    2,621
    - 8
    - 5

     
    Insecticides
    1,190
    1,330
    - 11
    - 8

     
    Seedcare
    669
    698
    - 4
    + 1

     
    Other crop protection
    104
    85
    + 23
    + 26

     
    Total Crop Protection
    7,280
    7,851
    - 7
    - 4

     
    Corn and soybean
     903 
                967 
    - 7
    - 4

     
    Diverse field crops
     558 
                559 
    -
    + 11

     
    Vegetables
     455 
                456 
    -
    + 3

     
    Total Seeds
    1,916
    1,982
    - 3
    + 2

     
    Elimination of Crop Protection sales to Seeds
    (54)
    (43)
    n/a
    n/a

     
    Lawn and Garden
    476
    460
    + 4
    + 5

     
    Group sales
    9,618
    10,250
    - 6
    - 3

 

1 Growth at constant exchange rates

 



    
Syngenta – October 25, 2016 / Page 7 of 7
    
 
    








  



SIGNATURES 

 

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 



     
     
    SYNGENTA AG

     
     
     

    Date:
    October 25, 2016
     
    By:
    /s/ Tobias Meili

     
     
     
     
    Name:
    Dr. Tobias Meili

     
     
     
     
    Title:
    Head Corporate Legal Affairs 

     
     
     
     
     
     

     
     
     
     
     
     

     
     
     
    By:
      /s/ Brigitte Benz 

     
     
     
     
    Name:
    Brigitte Benz

     
     
     
     
    Title:
    Head Shareholder Services & Group Administration